MITEK SYSTEMS INC

Regulatory Filings • Jun 7, 2006

8-K 1 v045003_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) June 2, 2006

| Mitek
Systems, Inc. | |
| --- | --- |
| (Exact
Name of Registrant as Specified in Its Charter) | |
| Delaware | |
| (State
or Other Jurisdiction of
Incorporation) | |
| 0-15235 | 87-0418827 |
| (Commission
File Number) | (IRS
Employer Identification No.) |
| 8911
Balboa Ave, Suite B, San Diego, California | 92123 |
| (Address
of Principal Executive Offices) | (Zip
Code) |
| (858)
503-7810 | |
| ( Registrant’s
Telephone Number, Including Area Code) | |
| (Former
Name or Former Address, if Changed Since Last
Report) | |

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01 Other Events .

Effective June 7, 2006, we issued 257,597 shares of our common stock at the conversion price of $.70 per share to Laurus Master Fund, Ltd. (“Laurus”) in connection with the payment of $180,318.19 of the principal related to a secured convertible term note of $3,000,000, issued to Laurus in June 2004. This was the final payoff of the principal on the Laurus note.

Item 9.01 Financial Statements and Exhibits .

(c) Exhibits

Exhibit 99.1 Press Release of the Company dated May 7, 2006, regarding the payoff of the Laurus Master Fund, Ltd.Note.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| /s/ Tesfaye
Hailemichael |
| --- |
| Tesfaye
Hailemichael |
| Chief
Financial Officer |

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